7月30日消息，三大指数低开低走。截至收盘，恒生指数跌1.36%，报25176.93点，恒生指数跌2.72%， 国企指数跌1.18%。盘面上，科网股普跌，京东、阿里巴巴、百度跌超2%，腾讯跌超1%；AI医疗概念 股、医疗设备及用品股大涨，平安好医生涨超11%，中国卫生集团涨超48%；油气设备与服务股涨幅居 前，山东石墨涨超16%；汽车股大跌，理想汽车跌超12%；芯片股走弱，中芯国际跌超5%。 | 代码 | 名称 | | 最新价 | 涨跌幅 √ | | --- | --- | --- | --- | --- | | 01833 | 平安好医生 | 0 | 12.060 | 11.67% | | 02252 | 微创机器人-B | | 23.000 | 9.26% | | 02192 | 医航通 | | 16.300 | 7.66% | | 02273 | 固牛堂 | | 36.700 | 3.67% | | 00241 | 阿里健康 | | 4.960 | 2.27% | | 02158 | 医渡科技 | | 6.580 | 1.08% | AI医疗概念股 油气设备与服务股涨幅居前，山东石墨涨超16%。国际油价 ...

[Chairman's Report](index=4&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A%E6%9B%B8) [Chairman's Report](index=4&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A%E6%9B%B8) The Chairman's report details the Group's significant operating pressures, including policy impacts and an adverse litigation judgment, and outlines strategic measures like new investments and business adjustments to navigate challenges and pursue future growth - The Group faced unprecedented operating pressures, with core business decline due to industry policy adjustments, underperforming new distribution ventures, extended accounts receivable cycles, and an adverse appeal judgment challenging its going concern ability[5](index=5&type=chunk) - To address the difficulties, the Board implemented measures including signing share subscription agreements with strategic investors, launching a rights issue to optimize capital structure, strengthening accounts receivable management, and strategically adjusting business layouts[5](index=5&type=chunk) - Looking ahead, the Group will focus on accelerating business transformation, deepening strategic partnerships, advancing digitalization for efficiency, and strengthening risk management to seize healthcare industry growth opportunities[6](index=6&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Performance Review](index=5&type=section&id=%E6%A5%AD%E7%B8%BE%E5%9B%9E%E9%A1%A7) For the year ended March 31, 2025, the Group's total revenue decreased by 35% to HKD 38.9 million, with a significant increase in loss attributable to shareholders due to an adverse appeal judgment 2025 Fiscal Year Performance Overview (Unit: HKD million) | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Revenue | 38.9 | 59.9 | -35% | | - Medical Device Distribution and Services | 27.7 | 45.8 | -40% | | - Hospital Operation and Management | 11.2 | 14.1 | -21% | | Gross Profit | 9.2 | 13.6 | -32% | | Loss Attributable to Shareholders | 67.8 | 40.2 | +69% | | Basic Loss Per Share | 13.91 HK cents | 8.45 HK cents | +65% | - The significant increase in this year's loss is primarily due to a provision of USD 4 million (approximately HKD 31.2 million) for litigation expenses arising from an adverse appeal judgment[12](index=12&type=chunk) - The Group recognized goodwill impairment losses of approximately HKD 11.7 million, mainly related to Anping Boai Hospital (HKD 8.8 million) and Jinmei Development Co., Ltd. (HKD 2.9 million)[11](index=11&type=chunk) [Review of Business Operations](index=6&type=section&id=%E6%A5%AD%E5%8B%99%E7%87%9F%E9%81%8B%E4%B9%8B%E5%9B%9E%E9%A1%A7) This year, the Group's four business segments showed mixed performance, with medical device distribution revenue sharply declining due to centralized procurement policies, while hospital operations saw reduced losses despite lower revenue [Medical Device and Consumables Distribution and Services Business](index=6&type=section&id=(a)%20%E9%86%AB%E7%99%82%E5%99%A8%E6%A2%B0%E5%8F%8A%E8%80%97%E6%9D%90%E5%88%86%E9%8A%B7%E5%8F%8A%E6%9C%8D%E5%8B%99%E6%A5%AD%E5%8B%99) This segment's revenue significantly decreased by 40% year-on-year to HKD 27.7 million, turning from profit to a loss of approximately HKD 0.4 million, primarily due to China's centralized procurement policies Medical Device and Consumables Distribution Business Performance | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | HKD 27.7 million | HKD 45.8 million | | Segment Result | Loss HKD 0.4 million | Profit HKD 0.4 million | [Hospital Operation and Management Services Business](index=6&type=section&id=(b)%20%E9%86%AB%E9%99%A2%E7%B6%93%E7%87%9F%E5%8F%8A%E7%AE%A1%E7%90%86%E6%9C%8D%E5%8B%99%E6%A5%AD%E5%8B%99) Hospital operation revenue decreased to HKD 11.2 million year-on-year, mainly due to fewer outpatient and inpatient visits, though segment loss narrowed from HKD 20.2 million to HKD 14.2 million Hospital Operation and Management Business Performance | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | HKD 11.2 million | HKD 14.1 million | | Segment Loss | HKD 14.2 million | HKD 20.2 million | - The Group has initiated litigation against Shuangluan Hospital and the Shuangluan government for outstanding debts, claiming principal and interest of approximately RMB 59.1 million, with the case accepted by the Chengde Court[18](index=18&type=chunk) [Commercial Services](index=7&type=section&id=(c)%20%E5%95%86%E6%A5%AD%E6%9C%8D%E5%8B%99) This year, the commercial services segment recorded no revenue, with losses expanding from HKD 10.6 million to HKD 14.7 million, and the commercial factoring business terminated in June 2024 after its license expired Commercial Services Business Performance | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | HKD 0 | HKD 0 | | Segment Loss | HKD 14.7 million | HKD 10.6 million | [Research and Development and Sales of Functional Foods](index=8&type=section&id=(d)%20%E5%8A%9F%E8%83%BD%E6%80%A7%E9%A3%9F%E5%93%81%E4%B9%8B%E7%A0%94%E7%99%BC%E5%8F%8A%E9%8A%B7%E5%94%AE) Acquired in November 2023, this business had no revenue this year but recorded a profit of approximately HKD 1 million, with a settlement agreement reached post-reporting period to transfer the business for a nominal HKD 1 due to a cross-default dispute - The company received a statutory demand letter, triggering a cross-default clause in the Jinmei acquisition agreement, leading to a consideration dispute with the vendor[21](index=21&type=chunk) - To resolve the dispute, the company entered into a deed of settlement on July 3, 2025, agreeing to transfer all equity in Jinmei back to the vendor for a nominal HKD 1 and issue a HKD 12 million interest-free settlement note to the vendor[22](index=22&type=chunk)[26](index=26&type=chunk) [Future Outlook](index=9&type=section&id=%E6%9C%AA%E4%BE%86%E5%B1%95%E6%9C%9B) Despite challenges from business decline, difficult accounts receivable recovery, and adverse litigation, management remains cautiously optimistic, having implemented decisive measures like new shareholder introduction and a proposed rights issue to stabilize finances and pursue growth - The Group faces unprecedented challenges including declining existing business performance, underperforming new distribution ventures, difficult accounts receivable recovery, and going concern concerns arising from an adverse appeal judgment[25](index=25&type=chunk) - To address these challenges, the Board has implemented measures such as introducing a strategic investor (new major shareholder) and proposing a rights issue to repay debts and strengthen the capital base, significantly improving its financial position[25](index=25&type=chunk) - In the new fiscal year, the Group will leverage newly raised funds to continue focusing on core business operations and actively explore strategic collaborations, industry consolidation, and new business opportunities to overcome difficulties and regain growth[27](index=27&type=chunk) [Significant Acquisitions and Disposals](index=10&type=section&id=%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B3%BC%E4%BA%8B%E9%A0%85%E5%8F%8A%E5%87%BA%E5%94%AE%E4%BA%8B%E9%A0%85) This year, the Group made several significant portfolio adjustments, including terminating an investment in Bochuang Fund, disposing of Golden Alliance Limited's 51% equity due to profit guarantee failure, and terminating the acquisition of Putian Fuxin Molecular Diagnostics - The Group terminated its investment in Bochuang Fund, no longer needing to pay the remaining RMB 15 million capital contribution, and will receive a refund of the RMB 15 million advance payment[28](index=28&type=chunk)[29](index=29&type=chunk) - Due to the target company's negative actual profit for FY2024, failing to meet the guaranteed profit, the Group exercised its exit clause and completed the disposal of 51% equity in Golden Alliance Limited on April 23, 2024[35](index=35&type=chunk) - The company acknowledged the misclassification of the Golden Alliance acquisition (should have been a major transaction, not a discloseable transaction) and has engaged an internal control consultant for review and implemented remedial measures to enhance compliance[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) - The agreement to acquire 100% equity in Putian Fuxin Molecular Diagnostics was terminated as the parties failed to agree on a further extension of the long stop date[40](index=40&type=chunk)[41](index=41&type=chunk) [Fundraising Activities](index=15&type=section&id=%E9%9B%86%E8%B3%87%E6%B4%BB%E5%8B%95) During the reporting period, the Group undertook two significant fundraising activities: a placement and subscription in July 2024 raising HKD 9.8 million, and a larger capital restructuring plan announced in April 2025, including a new share issuance and rights issue, expected to raise HKD 80.9 million for debt repayment and working capital - In July 2024, the company raised net proceeds of approximately HKD 9.8 million through the placement and subscription of 12,650,000 shares, all used for general working capital[44](index=44&type=chunk) - On April 30, 2025, the company entered into subscription agreements with multiple parties to issue 700 million new shares at HKD 0.1 per share, and also proposed a "3 for 10" rights issue at HKD 0.1 per share[47](index=47&type=chunk) - The estimated net proceeds from the subscription and rights issue, totaling approximately HKD 80.9 million, are intended to repay approximately HKD 65.3 million in payables, settle HKD 12 million for the settlement note, and allocate approximately HKD 3.6 million for working capital[50](index=50&type=chunk) [Liquidity and Capital Resources](index=17&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B3%87%E6%9C%AC%E8%B3%87%E6%BA%90) As of March 31, 2025, the Group's financial position was strained, with cash and cash equivalents significantly reduced to HKD 1 million, a shift from net current assets to net current liabilities of HKD 17.3 million, and a rising gearing ratio indicating increased financial risk Liquidity and Capital Structure Indicators | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents | HKD 1 million | HKD 4 million | | Net Current Assets / (Liabilities) | (HKD 17.3 million) | HKD 16.9 million | | Current Ratio | 0.88 | 1.15 | | Gearing Ratio | 0.25 | 0.03 | - The sharp increase in the gearing ratio was primarily influenced by approximately HKD 31.2 million in other payables (provision for appeal judgment) and approximately HKD 5.4 million in bank borrowings[52](index=52&type=chunk) [Employees and Remuneration Policy](index=18&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of March 31, 2025, the Group's employee count increased to 148, with total staff costs (including directors' emoluments) rising to approximately HKD 16.7 million, and 19,050,000 unexercised share options remaining at year-end Employee Data | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Number of Employees | 148 | 118 | | Total Staff Costs | HKD 16.7 million | HKD 15.7 million | | Unexercised Share Options | 19,050,000 | - | [Biographies of Directors and Senior Management](index=19&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E5%B1%A4%E7%AE%A1%E7%90%86%E4%BA%BA%E5%93%A1%E4%B9%8B%E5%B1%A5%E6%AD%B7%E8%A9%B3%E6%83%85) [Biographies of Directors and Senior Management](index=19&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E5%B1%A4%E7%AE%A1%E7%90%86%E4%BA%BA%E5%93%A1%E4%B9%8B%E5%B1%A5%E6%AD%B7%E8%A9%B3%E6%83%85) This section provides detailed biographies of the company's executive, non-executive, and independent non-executive directors, as well as senior management, covering their age, educational background, professional qualifications, and extensive experience in corporate management, investment, healthcare, and finance - The executive director team comprises Chairman Mr. Zhang Fan, CEO Mr. Zhong Hao, and Mr. Xing Yong, all possessing extensive experience in corporate management, investment and financing, and business operations[59](index=59&type=chunk)[60](index=60&type=chunk) - Non-executive Director Mr. Wang Jingming has a profound background and outstanding achievements in hospital management, while Mr. Huang Lianhai possesses expertise in legal and auditing professions[61](index=61&type=chunk)[66](index=66&type=chunk) - The independent non-executive director team, consisting of Mr. Jiang Xuejun, Mr. Du Yanhua, Mr. Lai Liangquan, and Ms. Yang Huimin, brings diverse professional backgrounds including cardiology, biophysical research, certified public accounting, and corporate finance, ensuring the Board's professional and independent decision-making[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) [Report of the Directors](index=23&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A%E6%9B%B8) [Principal Businesses and Risks](index=23&type=section&id=%E4%B8%BB%E8%A6%81%E6%A5%AD%E5%8B%99%E8%88%87%E9%A2%A8%E9%9A%AA) The company primarily engages in investment holding, with subsidiaries involved in medical device distribution, hospital management, commercial services, and functional food R&D and sales, facing key risks from China's evolving political, economic, legal, and healthcare regulatory landscape - The Group's principal businesses include medical device distribution, hospital operation and management, commercial services, and functional food R&D and sales, with no significant changes during the year[74](index=74&type=chunk) - Key risks and uncertainties stem from policy changes in China, particularly the tightening regulatory environment in the healthcare industry, which could significantly impact operations[76](index=76&type=chunk) - During the reporting period, apart from the disclosed litigation and the acquisition of Golden Alliance violating Listing Rules, the Group had no other material non-compliance issues[78](index=78&type=chunk) [Directors and Interests Disclosure](index=25&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%AC%8A%E7%9B%8A%E6%8A%AB%E9%9C%B2) This section discloses the company's directors and their changes during the reporting period, confirming their interests in contracts and detailing their and chief executives' interests in company securities and share options, with Chairman Mr. Zhang Fan holding approximately 28.09% of shares - During the reporting period, there were changes in the Board, with Mr. Xing Yong re-designated from non-executive director to executive director, and Ms. Yang Huimin appointed as an independent non-executive director[88](index=88&type=chunk) Directors' and Chief Executives' Shareholding Interests (as at March 31, 2025) | Name | Capacity | Total Interests in Shares and Related Shares | Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Zhang Fan | Through personal and corporate interests | 138,099,400 (L) | 28.09% | | Mr. Zhong Hao | Beneficial owner | 3,000,000 (L) | 0.61% | | Mr. Xing Yong | Beneficial owner | 3,539,800 (L) | 0.72% | | Mr. Wang Jingming | Beneficial owner | 3,150,600 (L) | 0.64% | | Mr. Huang Lianhai | Beneficial owner | 2,300,000 (L) | 0.47% | | Mr. Jiang Xuejun | Beneficial owner | 800,000 (L) | 0.16% | | Mr. Du Yanhua | Beneficial owner | 300,000 (L) | 0.06% | | Mr. Lai Liangquan | Beneficial owner | 300,000 (L) | 0.06% | - The company adopted a new share option scheme ("2023 Share Option Scheme") on September 18, 2023, replacing the expired old scheme; no share options were granted, exercised, cancelled, or lapsed during the year, with 19,050,000 share options remaining unexercised at year-end[105](index=105&type=chunk)[106](index=106&type=chunk) [Other Disclosures](index=34&type=section&id=%E5%85%B6%E4%BB%96%E6%8A%AB%E9%9C%B2) The report confirms the company maintained sufficient public float, with major suppliers and customers accounting for significant portions of procurement and sales, no listed securities transactions during the year, a post-reporting settlement for Jinmei Development, and a change of auditor in November 2024 - During the year, the Group's largest supplier accounted for approximately 29.5% of total purchases, with the top five suppliers collectively accounting for 77.8%; the largest customer accounted for approximately 13.8% of total sales, with the top five customers collectively accounting for 33.6%[115](index=115&type=chunk)[116](index=116&type=chunk) - The company changed its auditor on November 25, 2024, appointing Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd. as the new auditor[120](index=120&type=chunk) [Corporate Governance Report](index=36&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) [Corporate Governance Practices and the Board](index=36&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F%E5%8F%8A%E8%91%A3%E4%BA%8B%E6%9C%83) The company is committed to high corporate governance standards, complying with Listing Rules' Corporate Governance Code with one deviation regarding directors' insurance, which was resolved in June 2025, and maintains a diverse eight-member Board with separate Chairman and CEO roles - During the reporting period, the company complied with most provisions of the Corporate Governance Code but deviated from paragraph C.1.8 regarding arranging appropriate insurance for directors; the company explained it could not find an insurer but rectified the deviation by purchasing Directors' and Officers' Liability Insurance in June 2025[124](index=124&type=chunk) - The Board currently has eight members, four of whom are independent non-executive directors, exceeding the one-third requirement of the Listing Rules, ensuring independent decision-making[128](index=128&type=chunk)[135](index=135&type=chunk) - Mr. Zhang Fan serves as the company's Chairman, and Mr. Zhong Hao as the Chief Executive Officer, with their roles separated in compliance with Code Provision C2.1[133](index=133&type=chunk)[134](index=134&type=chunk) [Board Committees](index=41&type=section&id=%E8%91%A3%E4%BA%8B%E5%A7%94%E5%93%A1%E6%9C%83) The company has established Remuneration, Nomination, and Audit Committees to assist the Board, all composed primarily of independent non-executive directors with clear terms of reference, ensuring independence and fulfilling duties such as reviewing remuneration, board structure, financial reporting, and internal controls - The Remuneration Committee, composed of four independent non-executive directors, is responsible for advising the Board on remuneration policies for directors and senior management[144](index=144&type=chunk)[146](index=146&type=chunk) - The Nomination Committee, comprising one executive director (Chairman) and four independent non-executive directors, is responsible for reviewing the Board's structure, identifying and nominating director candidates, and assessing the independence of independent non-executive directors[147](index=147&type=chunk)[148](index=148&type=chunk) - The Audit Committee, consisting of four independent non-executive directors with Mr. Lai Liangquan as Chairman possessing relevant financial management expertise, reviews financial statements, oversees the audit process, and evaluates the effectiveness of risk management and internal control systems[152](index=152&type=chunk)[154](index=154&type=chunk) [Accountability and Audit](index=42&type=section&id=%E5%95%8F%E8%B2%AC%E6%80%A7%E8%88%87%E5%AF%A9%E8%A8%88) This year, external auditor Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd. issued a "disclaimer of opinion" on the consolidated financial statements due to significant uncertainties regarding the Group's going concern ability, despite the Board's active implementation of equity financing and debt restructuring measures - The auditor issued a "Disclaimer of Opinion" on the consolidated financial statements for the year ended March 31, 2025, due to multiple material uncertainties that could cast significant doubt on the Group's ability to continue as a going concern[157](index=157&type=chunk) - To address liquidity pressures and auditor concerns, the Board is actively implementing several measures, including: (i) a share subscription of approximately HKD 70 million; (ii) a rights issue of approximately HKD 15 million; (iii) negotiating with lenders for bank loan renewals; and (iv) seeking new funding sources[157](index=157&type=chunk) - The Board believes that, considering the aforementioned plans and measures, the Group will have sufficient working capital to meet its financial obligations for the next twelve months, thus deeming the preparation of financial statements on a going concern basis appropriate[158](index=158&type=chunk) [Risk Management and Internal Control](index=44&type=section&id=%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86%E5%8F%8A%E5%85%A7%E9%83%A8%E7%9B%A3%E6%8E%A7) The Board is responsible for maintaining effective risk management and internal control systems; following a past compliance issue with the Golden Alliance acquisition, an external review identified seven key issues, including the need to strengthen compliance manuals and improve record-keeping, for which the company has accepted all recommendations and developed a detailed remediation plan - Due to the past misclassification of the Golden Alliance acquisition, the company engaged an external consultant to conduct an internal control review to prevent similar incidents from recurring[162](index=162&type=chunk) Internal Control Review Key Findings and Remedial Actions | Key Findings | Recommended Actions | Company Response and Remedial Status | | :--- | :--- | :--- | | 1. Listing Rules compliance manual needs strengthening | Supplement written procedures, integrate policies, update corporate governance policy, provide Chinese translation, and require signed confirmation | Accepted recommendations, will complete policy supplementation, updates, and translation within 6 weeks | | 2. No policy for directors' responses to board meeting minutes | Develop a policy to record directors' responses to meeting minutes | Accepted recommendations, rectification completed | | 3. Incomplete confirmation of connected persons list | Require directors to sign confirmation letters and regularly distribute updated lists to subsidiaries | Accepted recommendations, will complete confirmation letter signing and establish regular update policy within 4-6 weeks | | 4. No financial report preparation timetable | Develop and distribute timetables for annual and interim report preparation | Accepted recommendations, will adopt relevant policies within 6 weeks | | 5. No insurance coverage for directors | Resolve litigation disputes as soon as possible and arrange insurance for directors | Noted recommendations, will contact more insurance companies, expected to complete within 6 weeks | | 6. Company seals kept by a single person | Allocate different seals to different departments or personnel for safekeeping | Accepted recommendations, rectification completed | | 7. No approval records for contracts or seal usage | Develop an "Approval Form" to record approval procedures | Accepted recommendations, will implement relevant policies and forms within 4 weeks | [Shareholders' Rights and Communication](index=54&type=section&id=%E8%82%A1%E6%9D%B1%E6%AC%8A%E5%88%A9%E5%8F%8A%E6%BA%9D%E9%80%9A) The company values shareholder communication, outlining procedures for shareholders to convene extraordinary general meetings and propose resolutions, and maintains communication through various channels including general meetings, its website, financial reports, and announcements, with a dividend policy that allows discretionary dividend declarations based on financial health and business needs - Shareholders holding not less than one-tenth of the company's paid-up capital have the right to request the Board to convene an extraordinary general meeting[205](index=205&type=chunk) - The company has established a dividend policy but has no predetermined dividend payout ratio; the declaration of dividends is at the sole discretion of the Board, considering factors such as the Group's financial position, capital levels, and future cash requirements[209](index=209&type=chunk) [Environmental, Social and Governance Report](index=57&type=section&id=%E7%92%B0%E5%A2%83%E3%80%81%E7%A4%BE%E6%9C%83%E5%8F%8A%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) [Environmental Protection](index=61&type=section&id=%E7%92%B0%E5%A2%83%E4%BF%9D%E8%AD%B7) The Group is committed to sustainable development, integrating ESG principles into its operations, and while resource consumption decreased, energy and greenhouse gas emission densities increased, prompting strategic adjustments to address climate change risks like stricter regulations and supply chain impacts Energy and Water Consumption | Resource Consumption | Unit | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | :--- | | Electricity | kWh | 403,902 | 647,148 | | Fuel | kWh | 120,569 | 187,027 | | Energy Consumption Intensity | kWh per HKD million revenue | 13,977 | 12,131 | | Water | tonnes | 4,785 | 19,298 | | Water Consumption Intensity | tonnes per HKD million revenue | 128 | 281 | Greenhouse Gas Emissions | Category | Unit | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | :--- | | Scope 1 (Direct Emissions) | tonnes | 8 | 39 | | Scope 2 (Indirect Emissions) | tonnes | 338 | 369 | | Total Greenhouse Gas Emissions | tonnes | 346 | 408 | | Greenhouse Gas Emission Intensity | tonnes per HKD million revenue | 9.2 | 5.9 | - The Group identified climate change risks, including stricter environmental regulations, impacts on the pharmaceutical supply chain, increased market demand for eco-friendly products, and threats from extreme weather events, and is adjusting its business strategy to respond[260](index=260&type=chunk)[267](index=267&type=chunk) [Employee Care](index=69&type=section&id=%E5%93%A1%E5%B7%A5%E9%97%9C%E6%84%9B) The Group upholds fair and open recruitment, fostering a non-discriminatory work environment, with 148 full-time employees in China as of March 31, 2025, a high proportion of whom are female, and prioritizes employee development through customized training while maintaining zero tolerance for child or forced labor and ensuring occupational health and safety Employee Composition (as at March 31, 2025) | Category | Number | Percentage | | :--- | :--- | :--- | | **By Gender** | | | | Male | 53 | 35.8% | | Female | 95 | 64.2% | | **By Level** | | | | Senior Management | 17 | 11.5% | | Managers and Supervisors | 8 | 5.4% | | General Staff | 123 | 83.1% | | **Total** | **148** | **100%** | - The Group provides customized training programs for employees, with male employees' training participation rate at 47.17% and female employees' at 71.58% this year, both averaging 96 hours of training[272](index=272&type=chunk) - The Group strictly prohibits child or forced labor, with no violations of relevant laws and regulations found during the reporting period, and no work-related injuries or fatalities resulting in lost workdays in the past three years[274](index=274&type=chunk)[278](index=278&type=chunk) [Operational Management](index=73&type=section&id=%E7%87%9F%E9%81%8B%E7%AE%A1%E7%90%86) In operational management, the Group rigorously manages its supply chain, ensuring product quality and compliance, and has established patient complaint mechanisms, product recall procedures, intellectual property protection, and anti-corruption measures, with no significant complaints, recalls, or violations reported this period - The Group rigorously screens and regularly evaluates suppliers to ensure the quality and compliance of pharmaceuticals, medical consumables, and devices; in 2025, the Group had 127 main suppliers, all located in mainland China[279](index=279&type=chunk)[280](index=280&type=chunk) - The Group has implemented comprehensive measures to ensure product quality and customer satisfaction, including suggestion boxes and medical record management departments; no significant medical disputes or product quality complaints were received during the reporting period[282](index=282&type=chunk)[283](index=283&type=chunk)[287](index=287&type=chunk) - The Group upholds high standards of business integrity, establishing comprehensive anti-corruption policies and whistleblowing mechanisms with a zero-tolerance approach to unethical behavior; as of the reporting period, the Group was not involved in any legal proceedings arising from bribery, extortion, fraud, or money laundering[291](index=291&type=chunk)[294](index=294&type=chunk) [Independent Auditor's Report](index=81&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) [Independent Auditor's Report](index=81&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) Independent auditor Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd. issued a "disclaimer of opinion" on the Group's consolidated financial statements for the year ended March 31, 2025, primarily due to multiple material uncertainties related to its going concern ability, as the Group's continued operation depends on the successful completion of several unfinalized measures - The auditor issued a "Disclaimer of Opinion" on the consolidated financial statements for the current year[302](index=302&type=chunk) - The basis for the disclaimer of opinion is the existence of multiple material uncertainties related to going concern; as of March 31, 2025, the Group recorded a loss of approximately HKD 67.8 million and net current liabilities of approximately HKD 17.3 million, with cash and cash equivalents of only approximately HKD 1 million, indicating significant uncertainty[303](index=303&type=chunk) - The Group's ability to continue as a going concern depends on the success of several measures, including (i) completing the subscription transaction, (ii) completing the rights issue, (iii) successfully negotiating debt extensions with lenders, and (iv) successfully obtaining new funding; as these plans are in preliminary stages with uncertain outcomes, the auditor could not assess the appropriateness of the directors' use of the going concern basis of accounting[304](index=304&type=chunk) [Consolidated Financial Statements](index=84&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Consolidated Statement of Profit or Loss](index=84&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E8%A1%A8) For the year ended March 31, 2025, the Group's revenue decreased to HKD 38.943 million from HKD 59.930 million last year, with gross profit at HKD 9.235 million, and operating loss expanding to HKD 67.126 million due to increased administrative expenses and impairment losses on financial assets, resulting in a total loss for the year of HKD 67.821 million Consolidated Statement of Profit or Loss Summary (Unit: HKD thousand) | Item | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | 38,943 | 59,930 | | Gross Profit | 9,235 | 13,638 | | Operating Loss | (67,126) | (41,967) | | Loss Before Tax | (67,378) | (42,294) | | Loss for the Year | (67,821) | (42,497) | | Loss Attributable to Owners of the Company | (67,790) | (40,187) | [Consolidated Statement of Financial Position](index=86&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of March 31, 2025, the Group's total assets decreased to HKD 147 million from HKD 192 million last year, with total liabilities increasing to HKD 147 million, shifting from net current assets to net current liabilities of HKD 17.345 million, and net assets significantly shrinking to HKD 0.095 million due to the annual loss and reduced reserves Consolidated Statement of Financial Position Summary (Unit: HKD thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 32,728 | 63,333 | | Current Assets | 114,620 | 128,983 | | **Total Assets** | **147,348** | **192,316** | | Current Liabilities | 131,965 | 112,107 | | Non-current Liabilities | 15,288 | 20,456 | | **Total Liabilities** | **147,253** | **132,563** | | **Net Assets** | **95** | **59,753** | | Equity Attributable to Owners of the Company | (7,663) | 52,037 | [Consolidated Statement of Cash Flows](index=90&type=section&id=%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) For the year ended March 31, 2025, the Group's net cash used in operating activities was HKD 6.763 million, net cash used in investing activities was HKD 1.58 million, and net cash from financing activities was HKD 8.795 million, primarily from share issuance, resulting in a net increase in cash and cash equivalents of HKD 0.452 million, but ending cash and cash equivalents decreased to HKD 1.048 million due to negative exchange rate effects Consolidated Statement of Cash Flows Summary (Unit: HKD thousand) | Item | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (6,763) | (6,403) | | Net Cash Used in Investing Activities | (1,580) | (301) | | Net Cash From / (Used in) Financing Activities | 8,795 | (1,239) | | Net Increase / (Decrease) in Cash and Cash Equivalents | 452 | (7,943) | | Cash and Cash Equivalents at Beginning of Year | 4,013 | 11,480 | | **Cash and Cash Equivalents at End of Year** | **1,048** | **4,013** | [Notes to the Consolidated Financial Statements](index=92&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) [Note 2: Going Concern Basis](index=92&type=section&id=2.%20%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F%E5%9F%BA%E6%BA%96) This note highlights significant uncertainties regarding the Group's going concern ability, stemming from its annual loss of HKD 67.821 million, net current liabilities of HKD 17.345 million, and low cash levels, despite the Board's active pursuit of measures like new share issuance and debt restructuring - The note explicitly states that the Group's losses, net current liabilities, and substantial amount of debts falling due collectively constitute material uncertainties that may cast significant doubt on its ability to continue as a going concern[330](index=330&type=chunk) - Key measures taken by management to address liquidity pressures include: (i) raising approximately HKD 70 million from share subscriptions; (ii) raising approximately HKD 15 million from a rights issue; (iii) negotiating debt extensions with lenders; and (iv) seeking potential new funding sources[331](index=331&type=chunk) [Note 6: Operating Segment Information](index=105&type=section&id=6.%20%E7%87%9F%E9%81%8B%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group operates four reportable segments: medical device and consumables distribution, hospital operation and management, commercial services, and functional food R&D and sales; this year, medical device distribution was the primary revenue source but saw a decline, with only the functional food segment recording a profit 2025 Fiscal Year Segment Results (Unit: HKD thousand) | Segment | External Revenue | Segment Result (Loss/Profit) | | :--- | :--- | :--- | | Medical Device and Consumables Distribution and Services | 27,711 | (421) | | Hospital Operation and Management Services | 11,232 | (14,222) | | Commercial Services | – | (14,675) | | Research and Development and Sales of Functional Foods | – | 1,017 | | **Total** | **38,943** | **(28,301)** | [Note 17: Goodwill](index=122&type=section&id=17.%20%E5%95%86%E8%AD%BD) As of March 31, 2025, the carrying amount of the Group's goodwill significantly decreased to HKD 13.561 million from HKD 25.633 million last year, with total impairment losses of HKD 11.746 million recognized this year, primarily from the hospital operation and management services and functional food R&D and sales segments Goodwill Impairment Details (Unit: HKD thousand) | Segment | 2025 Fiscal Year Impairment Loss | | :--- | :--- | | Hospital Operation and Management Services | 8,815 | | Research and Development and Sales of Functional Foods | 2,931 | | **Total** | **11,746** | [Note 26: Other Payables and Accrued Expenses](index=130&type=section&id=26.%20%E5%85%B6%E4%BB%96%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85%E5%8F%8A%E6%87%89%E8%A8%88%E9%96%8B%E6%94%AF) Total other payables and accrued expenses amounted to HKD 88.471 million, with a significant provision of USD 4 million (approximately HKD 31.2 million) due to an adverse appeal judgment concerning redeemable convertible cumulative preference shares, while approximately HKD 16.306 million in other payables were reversed this year due to claims expiring or being waived - Due to an adverse judgment by the Court of Appeal on October 18, 2024, the company was ordered to pay USD 4 million; consequently, a provision of USD 4 million (approximately HKD 31.2 million) for other payables was recognized in profit or loss for the year ended March 31, 2025[435](index=435&type=chunk) [Note 38: Events After the Reporting Period](index=156&type=section&id=38.%20%E5%A0%B1%E5%91%8A%E6%9C%9F%E6%9C%AB%E5%BE%8C%E4%BA%8B%E9%A0%85) A significant event occurred after the reporting period: on July 3, 2025, the company reached a settlement with the vendor regarding the consideration and cross-default dispute arising from the acquisition of Jinmei Group, agreeing to transfer all equity in Jinmei back to the vendor for a nominal HKD 1 and issue an interest-free settlement note of HKD 12 million due June 30, 2026 - On July 3, 2025, the company reached a settlement regarding the Jinmei acquisition dispute, agreeing to transfer Jinmei's equity back to the vendor for HKD 1 and issue a HKD 12 million settlement note as a final resolution[485](index=485&type=chunk) [Financial Summary](index=179&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) [Five-Year Financial Summary](index=179&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) This section provides key performance and financial position data for the Group's past five fiscal years, showing a continuous decline in revenue since FY2022, five consecutive years of losses with FY2025 being the highest, and a significant reduction in total assets and net assets, reflecting severe operational and financial challenges Five-Year Financial Summary (Unit: HKD thousand) | For the Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 38,943 | 59,930 | 76,414 | 107,025 | 87,889 | | Loss for the Year | (67,821) | (42,497) | (39,560) | (9,114) | (6,559) | | - Attributable to Owners of the Company | (67,790) | (40,187) | (42,046) | (12,205) | (7,744) | | **Assets and Liabilities** | | | | | | | Total Assets | 147,348 | 192,316 | 221,185 | 225,957 | 217,818 | | Total Liabilities | (147,253) | (132,563) | (127,235) | (140,825) | (117,832) | | Net Assets | 95 | 59,753 | 93,950 | 85,132 | 99,986 |

Financial Performance and Summary This section presents the company's financial performance, including key statements and the auditor's report, highlighting significant financial deterioration and going concern issues [Financial Statements](index=1&type=section&id=Financial%20Statements) The company's financial position significantly deteriorated for the year ended March 31, 2025, marked by a 35.1% revenue decline to HKD 38.94 million, widened loss, and a shift to net current liabilities Summary Consolidated Statement of Profit or Loss (HKD '000) | Metric | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 38,943 | 59,930 | -35.1% | | Gross Profit | 9,235 | 13,638 | -32.3% | | Operating Loss | (67,126) | (41,967) | +59.9% | | Loss for the Year | (67,821) | (42,497) | +59.6% | | Loss Attributable to Owners of the Company | (67,790) | (40,187) | +68.7% | | Basic Loss Per Share (HK cents) | (13.91) | (8.45) | +64.6% | Summary Consolidated Statement of Financial Position (HKD '000) | Metric | March 31, 2025 | March 31, 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 32,728 | 63,333 | -48.3% | | Current Assets | 114,620 | 128,983 | -11.1% | | Current Liabilities | 131,965 | 112,107 | +17.7% | | Net Current (Liabilities)/Assets | (17,345) | 16,876 | N/A | | Net Assets | 95 | 59,753 | -99.8% | | Cash and Cash Equivalents | 1,048 | 4,013 | -73.9% | [Independent Auditor's Report and Management's Response](index=26&type=section&id=Independent%20Auditor's%20Report%20and%20Management's%20Response) The auditor issued a 'disclaimer of opinion' on the consolidated financial statements for the year ended March 31, 2025, due to significant uncertainties regarding the Group's going concern ability, including substantial losses and net current liabilities, while management is actively pursuing fundraising plans to address liquidity issues - The auditor issued a disclaimer of opinion on the financial statements due to insufficient appropriate audit evidence regarding the appropriateness of the going concern assumption[67](index=67&type=chunk)[70](index=70&type=chunk) - The basis for the disclaimer includes multiple material uncertainties: an annual loss of approximately **HKD 67.82 million**, net current liabilities of approximately **HKD 17.35 million**, significant short-term debt, and cash and cash equivalents of only approximately **HKD 1.05 million**[68](index=68&type=chunk) - To address liquidity pressure, management plans to raise approximately **HKD 70 million** through a subscription agreement and approximately **HKD 15 million** through a rights issue, while negotiating loan renewals and seeking new funds[71](index=71&type=chunk)[70](index=70&type=chunk) Management Discussion and Analysis This section provides management's perspective on the company's operational performance, financial condition, significant transactions, and future strategies for the reporting period [Overall Performance and Business Review](index=28&type=section&id=Overall%20Performance%20and%20Business%20Review) The Group's total revenue declined 35% to HKD 38.9 million, primarily due to reduced medical device distribution income, while loss attributable to owners widened to HKD 67.8 million, mainly due to a HKD 31.2 million litigation provision from an unfavorable appeal judgment - Annual revenue decreased by **35%** to **HKD 38.9 million**, primarily due to reduced income from medical devices and consumables distribution and services[73](index=73&type=chunk) - Loss attributable to owners widened to **HKD 67.8 million**, mainly due to a **USD 4 million** (approximately **HKD 31.2 million**) litigation expense provision resulting from an unfavorable appeal judgment[74](index=74&type=chunk) Summary of Segment Performance (HKD '000) | Business Segment | 2025 Revenue | 2024 Revenue | 2025 (Loss)/Profit | 2024 (Loss)/Profit | | :--- | :--- | :--- | :--- | :--- | | Medical Devices and Consumables Distribution | 27,700 | 45,800 | (400) | 400 | | Hospital Operations and Management | 11,200 | 14,100 | (14,200) | (20,200) | | Commercial Services | 0 | 0 | (14,700) | (10,600) | | Functional Food R&D and Sales | 0 | 0 | 1,000 | (13,100) | [Material Acquisitions and Disposals](index=33&type=section&id=Material%20Acquisitions%20%26%20Disposals) The Group terminated its Bochuang Fund investment, sold Golden Alliance Limited due to unmet profit guarantees, settled the Jinmei Group acquisition dispute, and terminated the Putian Fuxin Molecular Diagnostics acquisition - **Disposal of Golden Alliance**: The Group exercised its exit clause and completed the disposal of its **51%** equity interest on April 23, 2024, due to the target company's 2024 fiscal year loss and failure to meet profit guarantees, leading to the cancellation of the promissory note[94](index=94&type=chunk)[92](index=92&type=chunk) - **Disposal of Jinmei Group**: A legal dispute triggered a cross-default clause, leading to a settlement on July 3, 2025, where the Group will transfer its entire equity interest in Jinmei for a nominal consideration of **HKD 1** and issue a **HKD 12 million** settlement note to the vendor[83](index=83&type=chunk)[86](index=86&type=chunk)[64](index=64&type=chunk) - **Termination of Putian Fuxin Acquisition**: The agreement to acquire **100%** equity interest in Putian Fuxin Molecular Diagnostics was terminated as the conditions precedent were not fulfilled by the long stop date of June 30, 2025[99](index=99&type=chunk)[97](index=97&type=chunk) - **Termination of Bochuang Fund Investment**: On October 18, 2024, the Group entered into a termination agreement with Beijing Qihui, eliminating the need to pay the remaining **RMB 15 million** capital contribution and receiving a refund of the **RMB 15 million** advance payment[89](index=89&type=chunk)[88](index=88&type=chunk) [Liquidity, Capital Resources and Fundraising Activities](index=37&type=section&id=Liquidity%2C%20Capital%20Resources%20%26%20Fundraising) The Group faces a severe liquidity crisis with only HKD 1 million in cash and HKD 17.3 million in net current liabilities as of March 31, 2025, prompting a large-scale fundraising plan to raise approximately HKD 84.7 million through new share subscriptions and a rights issue for debt repayment and working capital Liquidity Indicators | Metric | March 31, 2025 (HKD) | March 31, 2024 (HKD) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 1,000,000 | 4,000,000 | | Net Current (Liabilities)/Assets | (17,300,000) | 16,900,000 | | Current Ratio | 0.88 | 1.15 | - The company plans to raise a total of approximately **HKD 84.7 million** through subscription agreements and a rights issue, with net proceeds of approximately **HKD 80.9 million**[105](index=105&type=chunk) - The net proceeds are intended to be used as follows: approximately **HKD 65.3 million** for repayment of payables, **HKD 12 million** for repayment of the settlement note, and approximately **HKD 3.6 million** for working capital[105](index=105&type=chunk) [Future Outlook](index=32&type=section&id=Future%20Outlook) Management acknowledges unprecedented challenges, including business decline and litigation, raising going concern doubts, but the board has taken decisive measures to stabilize finances through strategic investors and a rights issue, aiming to refocus on core businesses and pursue new opportunities for future growth - Management acknowledges unprecedented challenges, including declining business performance, difficulties in accounts receivable recovery, and unfavorable litigation outcomes, raising concerns about the going concern status[85](index=85&type=chunk) - To address these challenges, the company has entered into subscription agreements with strategic investors and proposed a rights issue to improve its financial position and support long-term growth[85](index=85&type=chunk) - Moving forward, with the support of new shareholders and capital, the Group plans to strengthen its core businesses and actively explore strategic collaborations, industry consolidation, and new business opportunities to create shareholder value[87](index=87&type=chunk) Key Notes to Financial Statements This section provides detailed explanations and disclosures for critical items within the financial statements, including going concern assumptions, material litigation, and equity changes [Going Concern](index=6&type=section&id=Going%20Concern) Note 2 highlights significant uncertainty regarding the Group's going concern ability, with an annual loss of HKD 67.82 million, net current liabilities of HKD 17.35 million, and substantial short-term debts against limited cash, making the success of management's mitigating actions uncertain - As of March 31, 2025, the Group recorded an annual loss of approximately **HKD 67.82 million**, net current liabilities of approximately **HKD 17.35 million**, and cash and cash equivalents of only **HKD 1.05 million**, indicating material uncertainties that may cast significant doubt on its going concern ability[9](index=9&type=chunk) - To address liquidity pressure, the Board is implementing several measures, including: (i) a subscription agreement to raise approximately **HKD 70 million**; (ii) a rights issue to raise approximately **HKD 15 million**; (iii) negotiating renewals with lenders; and (iv) seeking new funding[10](index=10&type=chunk) - The Group's ability to continue as a going concern depends on the successful implementation of these fundraising plans; if not, significant adjustments to the financial statements, such as asset write-downs and liability reclassifications, may be required and are not reflected in the current statements[11](index=11&type=chunk) [Material Litigation and Contingencies](index=18&type=section&id=Material%20Litigation%20%26%20Contingencies) During the period, the Group faced a significant lawsuit where an appeal court ruled against it for a USD 4 million loan note, leading to a HKD 31.2 million provision, while contingent consideration arrangements for acquisitions like Golden Alliance and Jinmei were complex due to unmet profit guarantees, resulting in disposals and settlements - Regarding the **USD 4 million** loan note dispute with Li Hong/Capital Foresight, the appeal court ruled against the company on October 18, 2024, requiring payment of **USD 4 million**, leading to a **HKD 31.2 million** provision for other payables recognized in profit or loss this year[51](index=51&type=chunk)[49](index=49&type=chunk) - The Group exercised its exit clause and terminated the acquisition agreement on April 23, 2024, as the Golden Alliance Group failed to achieve its profit guarantee[58](index=58&type=chunk)[57](index=57&type=chunk) - Following the acquisition of Jinmei Group, the aforementioned **USD 4 million** adverse judgment triggered a cross-default clause, leading to a dispute with the vendor, which was settled by the Group selling Jinmei and issuing a **HKD 12 million** settlement note, resulting in a **HKD 5.17 million** fair value change in contingent consideration recognized this year[61](index=61&type=chunk)[83](index=83&type=chunk) [Share Capital Changes and Subsequent Events](index=24&type=section&id=Share%20Capital%20Changes%20%26%20Subsequent%20Events) During the period, the company's share capital changed due to the issuance of 7.2 million consideration shares for Beijing Youkang's profit guarantee and a 12.65 million share placing, with the most significant post-reporting event being the July 3, 2025, settlement deed for the Jinmei Group disposal, involving a nominal HKD 1 transfer and a HKD 12 million settlement note - During the reporting period, the company's issued ordinary shares increased from **479 million** to **492 million**, primarily due to the issuance of consideration shares and placing of new shares[62](index=62&type=chunk) - Subsequent event: On July 3, 2025, the company entered into a settlement deed for the disposal of Jinmei Group, transferring its entire equity interest for a nominal consideration of **HKD 1** and issuing a **HKD 12 million** settlement note[64](index=64&type=chunk) Corporate Governance and Other Information This section covers the company's corporate governance practices, compliance with listing rules, and other relevant information, including dividend policy and trading status [Corporate Information and Compliance](index=40&type=section&id=Corporate%20Information%20%26%20Compliance) The company did not declare a final dividend for the year and generally complied with the Corporate Governance Code, though it noted a deviation regarding directors' liability insurance, which was rectified in June 2025, with the audit committee reviewing the annual results - The Directors do not recommend the payment of any final dividend (2024: nil)[72](index=72&type=chunk) - The company deviated from Corporate Governance Code Provision C.1.8 during the year by failing to procure liability insurance for Directors, but this was rectified in June 2025[114](index=114&type=chunk) - The Audit Committee has reviewed the audited annual results with management[116](index=116&type=chunk) [Resumption of Trading](index=42&type=section&id=Resumption%20of%20Trading) The company's shares were suspended from trading on July 2, 2025, pending the release of the annual results announcement, and an application for resumption of trading has been made for July 7, 2025 - The company's shares were suspended from trading effective July 2, 2025, and an application for resumption of trading has been made for July 7, 2025[118](index=118&type=chunk)

Core Viewpoint - The stock of China Health Group will be suspended from trading starting at 9 AM today [1] Group 1 - The announcement indicates a significant event affecting the company's stock trading status [1]

Core Viewpoint - China Health Group (00673.HK) expects to report a net loss attributable to shareholders of approximately HKD 66 million to HKD 70 million for the fiscal year 2025, compared to a net loss of approximately HKD 40.2 million for the fiscal year 2024 [1] Group 1 - The increase in losses for the fiscal year 2025 is primarily due to several factors, including a provision for litigation expenses of USD 4 million related to a judgment from the appellate court regarding a claim by Capital Foresight Limited [2] - Other income from the "other payables reversal" account is expected to decrease from approximately HKD 31.2 million in fiscal year 2024 to about HKD 16.3 million in fiscal year 2025, due to the reversal of payables after the High Court's dismissal of the claim [2] - The gross profit for fiscal year 2025 is projected to decrease by approximately HKD 4.4 million to about HKD 9.2 million, compared to approximately HKD 13.6 million in fiscal year 2024 [2] Group 2 - The negative factors affecting the fiscal year 2025 results are partially offset by a reduction in sales, distribution, and administrative expenses, which are expected to decrease by approximately HKD 14.7 million to about HKD 37 million, compared to approximately HKD 51.7 million in fiscal year 2024 [2]

Company News - Xiaomi Group (01810.HK) launched its flagship processor, the玄戒O1, utilizing second-generation 3nm advanced process technology, which will be featured in the 15S Pro, Tablet 7 Ultra, and Watch S4 [1] - Heng Rui Pharmaceutical (01276.HK) saw its shares open over 27% higher in the dark market yesterday, closing up 32.24% at HKD 58.25, with a trading volume of HKD 751 million [1] - New China Life Insurance (01336.HK) invested HKD 10 billion to subscribe to the second phase of the Guofeng Xinghua Honghu Zhiyuan private securities investment fund [1] - BOSS Zhipin (02076.HK) reported total revenue of RMB 1.923 billion for the year ending March 31, 2025, a year-on-year increase of 12.88%, with net profit attributable to shareholders at RMB 518 million, up 111.53% year-on-year [1] - AIA Group (01299.HK) repurchased 325,000 shares at a cost of HKD 21.2 million on May 22 [1] - Mirxes-B (02629.HK), a Singapore-based microRNA technology company, debuted today, with its shares rising over 40% during the dark market trading period yesterday [1] Industry News - HSBC Holdings (00005.HK) repurchased 1.6 million shares at a cost of HKD 152.2 million on May 21, and spent GBP 32.8 million to repurchase a total of 3.7 million shares on other exchanges [2] - China Health Group (00673.HK) announced that its shares will resume trading at 9:00 AM today [2] - Country Garden (02007.HK) reportedly received support from nearly 75% of bondholders for its debt restructuring plan [2]

Core Viewpoint - China Health Group (00673) announced a subscription and rights issue to address financial challenges and capital needs for ongoing operations and future development [1][2] Group 1: Subscription Agreements - The company entered into Subscription Agreements A, B, and C on April 30, 2025, to issue a total of 700 million new shares at a subscription price of HKD 0.1 per share [1] - The subscription price represents a discount of approximately 28.6% compared to the closing price of HKD 0.140 per share on April 30 [1] - The total number of subscription shares represents about 142.4% of the existing shares as of the announcement date and approximately 52.3% of the expanded share capital post-issue [1] Group 2: Rights Issue Details - The company proposes a rights issue based on a ratio of 3 new shares for every 10 shares held at a price of HKD 0.1 per share, aiming to raise between approximately HKD 14.7 million and HKD 15 million [2] - The estimated gross proceeds from the subscription and rights issue are approximately HKD 84.7 million, with net proceeds expected to be around HKD 80.9 million [2] Group 3: Use of Proceeds - The net proceeds from the subscription and rights issue are planned to be used as follows: approximately HKD 65.3 million for settling payables, including HKD 31.2 million for judgment debts, HKD 15.5 million for loans, HKD 3.6 million for overdue employee salaries, HKD 5.1 million for overdue professional fees, and HKD 9.9 million for overdue director remuneration [2] - The remaining balance of approximately HKD 15.6 million will be allocated for the company's working capital [2] Group 4: Resumption of Trading - Following the announcement, the company has applied to resume trading of its shares starting from 9:00 AM on May 23, 2025 [2]

Summary of Key Points Core Viewpoint - As of April 24, a total of 38 stocks reached their 52-week highs, with notable performances from companies such as Ka Ming Investment, Yingde Holdings, and Guangdong-Hong Kong Bay Holdings, which had high rates of increase in their stock prices [1]. 52-Week Highs - Ka Ming Investment (00768) achieved a closing price of 0.065 with a peak of 0.100, marking a 63.93% increase [1]. - Yingde Holdings (08535) closed at 0.084, reaching a high of 0.084, reflecting a 21.74% increase [1]. - Guangdong-Hong Kong Bay Holdings (01396) had a closing price of 2.760, also reaching 2.760, with an 18.45% increase [1]. - Other notable stocks include Kambo Medical-B (02216) with a 15.48% increase and Jian Shi Technology-B (09877) with a 14.76% increase [1]. 52-Week Lows - Jinsheng Group (00794) recorded a closing price of 0.155, with a low of 0.140, resulting in a decrease of 16.17% [2]. - Baofa Holdings (08532) closed at 0.019, reaching a low of 0.018, reflecting a 14.29% decrease [2]. - China Health Group (00673) had a closing price of 0.145, with a low of 0.145, indicating a 13.17% decrease [2]. - Other companies experiencing declines include Shenglong Jinxiu International (08481) with a 12.00% decrease and New New Technology (09600) with an 11.11% decrease [2].

Financial Performance - For the six months ended September 30, 2024, the company reported a loss attributable to owners of the company of HKD 17,387,000, compared to a loss of HKD 15,060,000 in the same period of 2023, representing an increase in loss of approximately 15.5%[4] - Revenue for the six months ended September 30, 2024, was HKD 18,680,000, a decrease of 29.5% from HKD 28,268,000 in the same period of 2023[8] - Gross profit for the period was HKD 1,993,000, down 60.5% from HKD 5,035,000 in the previous year[8] - The company reported a total comprehensive loss of HKD 18,130 for the period, which includes a loss of HKD 17,387[32] - Revenue for the period was approximately HKD 13,200,000, a decrease of 39% compared to HKD 21,800,000 in the previous fiscal period[93] - The company recorded an operating loss of approximately HKD 700,000 for the period, an improvement from an operating loss of HKD 1,300,000 in the previous year[93] - The group recorded an operating loss of approximately HKD 3,200,000 for the hospital operations segment, compared to HKD 3,100,000 in the previous year[95] - The company has incurred an operating loss of approximately HKD 1,700,000 from its commercial factoring business during the reporting period, compared to a loss of HKD 600,000 in 2023[121] Cash Flow and Liquidity - The company reported a net cash outflow from operating activities of HKD 11,538,000 for the six months ended September 30, 2024, compared to an outflow of HKD 14,890,000 in the same period of 2023[13] - The company’s cash and cash equivalents decreased to HKD 2,409,000 from HKD 4,013,000 as of March 31, 2024, reflecting a decline of 40%[13] - The group’s current assets and net current assets were approximately HKD 124,900,000 and HKD 9,600,000, respectively, as of September 30, 2024[168] - The current ratio as of September 30, 2024, was 1.08, compared to 1.15 as of March 31, 2024[168] - The asset-liability ratio was 0.83 as of September 30, 2024, significantly higher than 0.11 as of March 31, 2024[169] Assets and Liabilities - Total assets as of September 30, 2024, were HKD 187,157,000, a decrease from HKD 192,316,000 as of March 31, 2024[10] - The company’s total liabilities increased to HKD 135,607,000 as of September 30, 2024, compared to HKD 132,563,000 as of March 31, 2024[11] - The company’s equity attributable to owners decreased to HKD 49,164,000 from HKD 47,899,000 as of March 31, 2024, indicating a slight increase of 2.6%[11] - As of September 30, 2024, the company had other payables of HKD 64,012,000, an increase from HKD 34,960,000 as of March 31, 2024[62] - The company has a provision of $4,000,000 (approximately HKD 31,100,000) included in other payables and accrued expenses as of September 30, 2024[191] Revenue Breakdown - Revenue from medical device and consumables distribution and services was HKD 13,209,000, down 39.4% from HKD 21,808,000 year-on-year[45] - The company provided hospital operation and management services revenue of HKD 5,471,000, down 15.3% from HKD 6,460,000 in the previous year[45] - Revenue from hospital operations and management services was approximately HKD 5,500,000, compared to HKD 6,500,000 in the previous year[115] - Revenue from China was HKD 18,680, a decrease of 33.4% compared to HKD 28,268 in the same period of 2023[23] Shareholder Information - The company reported a shareholder loss of approximately HKD 17,400,000 for the period, compared to HKD 15,100,000 in the previous fiscal period, with a basic loss per share of HKD 0.0354 (previous year: HKD 0.0319)[92] - The total number of shares issued as of the reporting date is 484,249,000[181] - The company issued 12,650,000 new shares at a subscription price of HKD 0.8 per share, completed on July 17, 2024[88] - The group raised approximately HKD 10,100,000 from the placement and subscription of 12,650,000 shares, with a net amount of approximately HKD 9,800,000 for general working capital[166] Operational Focus and Strategy - The company continues to focus on its operational segments, including the distribution and service of medical devices and consumables, commercial services, and the research and sale of functional foods[18] - The management is actively working to streamline operations and recover receivables while seeking new investors to improve cash flow[102] - The company plans to continue focusing on building a nationwide healthcare distribution platform, leveraging recent government stimulus policies to enhance core competitiveness[125] - The company has entered into a cooperation framework agreement with Wuhan Mingcheng Wangda Pharmaceutical Co., Ltd. for comprehensive distribution projects in the healthcare sector[157] Acquisitions and Investments - The group completed the acquisition of 100% equity in Jinmei Development Limited for HKD 146,000,000, paid through the issuance of promissory notes[100] - The acquisition of 51% of Golden Alliance Limited was completed on June 16, 2023, for a total consideration of HKD 153,000,000[131] - The initial consideration for the acquisition of 100% of Putian Fuxin Molecular Diagnostics Co., Ltd. is HKD 46,666,667, with potential additional consideration of HKD 9,333,333 based on profit conditions[134] - The acquisition of 100% equity in Putian Fuxin (Tianjin) Molecular Diagnostic Technology Co., Ltd. is still pending completion[163] Employee and Operational Metrics - As of September 30, 2024, the group employed 118 staff members, down from 127 as of March 31, 2024[193] - Total employee costs, including director remuneration, were approximately HKD 6,800,000, compared to HKD 5,600,000 in the previous period, reflecting an increase of about 21.4%[193] - The group has established a share option scheme for employees, with 19,050,000 options remaining unexercised as of September 30, 2024[193] - The stock options granted to 14 business consultants are aimed at providing advice for business development and financial operations[187] Compliance and Standards - The company has not applied new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective, which are not expected to have a significant impact on the financial statements[17] - The company has adopted all new and revised Hong Kong Financial Reporting Standards effective from April 1, 2024, with no significant changes to accounting policies[34] - The financial statements are prepared in accordance with the historical cost convention and presented in thousands of Hong Kong dollars[34] Legal and Contingent Liabilities - The company has no major litigation or contingent liabilities as of the reporting date[192] - There are no significant contingent liabilities as of September 30, 2024[192] - The company has no outstanding stock options available under the 2012 stock option plan as of the reporting date[181]

Financial Performance - The company reported a loss per share of (3.59) HKD for the six months ended September 30, 2024, correcting a previous figure of (3.54) HKD[4] - The weighted average number of ordinary shares used for calculating the basic loss per share is 484,249, not 491,645 as previously stated[12] Financial Reporting Accuracy - The company clarified that the financial period descriptions in the interim results announcement should refer to the six months ended September 30, 2024, rather than June 30, 2024[10] - The company has acknowledged the errors in the interim results announcement and has made necessary clarifications to ensure accuracy[10] - The company will ensure that all future announcements maintain accuracy and clarity in financial reporting[8] Regulatory Compliance - The financial statements for the six months ended September 30, 2024, will be included in the interim report, which will be published in accordance with listing rules[8] - The company is committed to adhering to the listing rules and providing timely disclosures to stakeholders[8] - The interim report will be published in a timely manner as per regulatory requirements[8] Governance Structure - The board of directors includes three executive directors and three independent non-executive directors, ensuring a diverse governance structure[13] Interim Results Summary - The interim results announcement includes a summary of comprehensive income and other comprehensive income for the specified period[3]